You are Company Secretary of a listed company. You have been asked to prepare report on corporate governance to be included in the annual report of the company. Briefly explain the major contents of such report.

CS Professional · Ethics, Governance and Sustainability · PYQS · June 2016
You are Company Secretary of a listed company. You have been asked to prepare report on corporate governance to be included in the annual report of the company. Briefly explain the major contents of such report.

Answer & Explanation:

The major contents of Corporate Governance Report of a listed company as prescribed by SEBI (LODR) Regulations, 2015 includes following- (1) A brief statement on listed entity's philosophy on code of governance. (2) Board of directors: composition and category of directors (e.g. promoter, executive, non-executive, independent nonexecutive, nominee director - institution represented and whether as lender or as equity investor); attendance of each director at the meeting of the board of directors and the last annual general meeting; number of other board of directors or committees in which a directors is a member or chairperson; number of meetings of the board of directors held and dates on which held; Disclosure of relationships between directors inter-se; number of shares and convertible instruments held by non-executive directors; web link where details of familiarisation programmes imparted to independent directors is disclosed. (3) Audit committee: brief description of terms of reference; composition, name of members and chairperson; meetings and attendance during the year. (4) Nomination and Remuneration Committee: brief description of terms of reference; composition, name of members and chairperson; meeting and attendance during the year; performance evaluation criteria for independent directors. (5) Remuneration of Directors: all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity shall be disclosed in the annual report; criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity's website and reference drawn thereto in the annual report; disclosures with respect to remuneration (6) Stakeholders' Grievance Committee: name of non-executive director heading the committee; name and designation of compliance officer; number of shareholders' complaints received so far; number not solved to the satisfaction of shareholders; number of pending complaints. (7) General Body Meetings: location and time, where last three annual general meetings held; whether any special resolutions passed in the previous three annual general meetings; whether any special resolution passed last year through postal ballot - details of voting pattern; person who conducted the postal ballot exercise; whether any special resolution is proposed to be conducted through postal ballot; procedure for postal ballot. (8) Means of communication: quarterly results; newspapers wherein results normally published; any website, where displayed; whether it also displays official news releases; and presentations made to institutional investors or to the analysts. (9) General shareholder information: annual general meeting - date, time and venue; financial year; dividend payment date; the name and address of each stock exchange(s) at which the listed entity's securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s); stock code; market price data- high, low during each month in last financial year; performance in comparison to broad-based indices such as BSE sensex, CRISIL Index etc; in case the securities are suspended from trading, the directors report shall explain the reason thereof; registrar to an issue and share transfer agents; share transfer system; distribution of shareholding; dematerialization of shares and liquidity; outstanding global depository receipts or american depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity; commodity price risk or foreign exchange risk and hedging activities; plant locations; address for correspondence. (10) Other Disclosures: disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large; details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years; details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee; details of compliance with mandatory requirements and adoption of the non-mandatory requirements; web link where policy for determining 'material' subsidiaries is disclosed; web link where policy on dealing with related party transactions; disclosure of commodity price risks and commodity hedging activities.

Topics: Corporate Governance Report

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